UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File Number:  000-26099

FARMERS & MERCHANTS BANCORP
(Exact name of registrant as specified in its charter)

Delaware
 
94-332782
 (State or other jurisdiction of incorporation or organization)
 
 (I.R.S. Employer Identification No.)

111 W. Pine Street, Lodi, California
 
95240
(Address of principal executive offices)
 
 (Zip Code)

Registrant's telephone number, including area code (209) 367-2300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐
Accelerated filer ☒
  Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company
 

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FMCB
OTCQX
 Number of shares of common stock of the registrant 793,556 outstanding as of May 8, 2020.



FARMERS & MERCHANTS BANCORP

FORM 10-Q
TABLE OF CONTENTS



PART I. - FINANCIAL INFORMATION
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PART II. - OTHER INFORMATION
 
       
 
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59

PART I. FINANCIAL INFORMATION

Item 1.
Financial Statements

FARMERS & MERCHANTS BANCORP
Consolidated Balance Sheets

(in thousands except share data)

Assets
 
March 31,
2020
(Unaudited)
   
December 31,
2019
   
March 31,
2019
(Unaudited)
 
Cash and Cash Equivalents:
                 
Cash and Due from Banks
 
$
57,304
   
$
71,564
   
$
54,444
 
Interest Bearing Deposits with Banks
   
225,656
     
223,194
     
43,366
 
Total Cash and Cash Equivalents
   
282,960
     
294,758
     
97,810
 
                         
Investment Securities:
                       
Available-for-Sale, at Fair Value
   
532,246
     
507,386
     
491,289
 
Held-to-Maturity
   
58,701
     
60,229
     
54,412
 
Total Investment Securities
   
590,947
     
567,615
     
545,701
 
                         
Loans & Leases:
   
2,670,109
     
2,673,027
     
2,563,968
 
Less: Allowance for Credit Losses
   
54,824
     
55,012
     
54,907
 
Loans & Leases, Net
   
2,615,285
     
2,618,015
     
2,509,061
 
                         
Premises and Equipment, Net
   
45,910
     
45,271
     
32,380
 
Bank Owned Life Insurance, Net
   
67,657
     
67,148
     
65,609
 
Interest Receivable and Other Assets
   
117,682
     
129,023
     
145,354
 
Total Assets
 
$
3,720,441
   
$
3,721,830
   
$
3,395,915
 
                         
Liabilities
                       
Deposits:
                       
Demand
 
$
1,009,561
   
$
1,067,187
   
$
915,164
 
Interest Bearing Transaction
   
695,283
     
697,952
     
655,117
 
Savings and Money Market
   
1,028,681
     
994,958
     
912,977
 
Time
   
521,748
     
517,922
     
524,782
 
Total Deposits
   
3,255,273
     
3,278,019
     
3,008,040
 
                         
Subordinated Debentures
   
10,310
     
10,310
     
10,310
 
Interest Payable and Other Liabilities
   
60,628
     
64,205
     
47,247
 
Total Liabilities
   
3,326,211
     
3,352,534
     
3,065,597
 
                         
Shareholders' Equity
                       
Preferred Stock:  No Par Value,  1,000,000 Shares Authorized, None Issued or Outstanding
   
-
     
-
     
-
 
Common Stock: Par Value $0.01, 7,500,000 Shares Authorized, 793,556, 793,033 and 787,307, Shares Issued and Outstanding at March 31, 2020, December 31, 2019 and March 31, 2019, Respectively
   
8
     
8
     
8
 
Additional Paid-In Capital
   
80,350
     
79,947
     
75,538
 
Retained Earnings
   
300,158
     
286,036
     
254,770
 
Accumulated Other Comprehensive Income
   
13,714
     
3,305
     
2
 
Total Shareholders' Equity
   
394,230
     
369,296
     
330,318
 
Total Liabilities and Shareholders' Equity
 
$
3,720,441
   
$
3,721,830
   
$
3,395,915
 

The accompanying notes are an integral part of these unaudited consolidated financial statements

FARMERS & MERCHANTS BANCORP
Consolidated Statements of Income (Unaudited)
 
(in thousands except per share data)
 
Three Months
Ended March 31,
 
   
2020
   
2019
 
Interest Income
           
Interest and Fees on Loans & Leases
 
$
34,160
   
$
33,177
 
Interest on Deposits with Banks
   
947
     
1,125
 
Interest on Investment Securities:
               
Taxable
   
3,152
     
2,427
 
Exempt from Federal Tax
   
430
     
444
 
Total Interest Income
   
38,689
     
37,173
 
                 
Interest Expense
               
Deposits
   
3,144
     
2,821
 
Subordinated Debentures
   
119
     
145
 
Total Interest Expense
   
3,263
     
2,966
 
                 
Net Interest Income
   
35,426
     
34,207
 
Provision for Credit Losses
   
-
     
-
 
Net Interest Income After Provision for Credit Losses
   
35,426
     
34,207
 
                 
Non-Interest Income
               
Service Charges on Deposit Accounts
   
920
     
876
 
Net Gain on Sale of Investment Securities
   
13
     
-
 
Increase in Cash Surrender Value of Life Insurance
   
509
     
492
 
Debit Card and ATM Fees
   
1,277
     
1,177
 
Net (Loss) Gain on Deferred Compensation Investments
   
(662
)
   
1,045
 
Other
   
870
     
874
 
Total Non-Interest Income
   
2,927
     
4,464
 
                 
Non-Interest Expense
               
Salaries and Employee Benefits
   
14,880
     
13,424
 
Net (Loss) Gain on Deferred Compensation Investments
   
(662
)
   
1,045
 
Occupancy
   
1,106
     
1,040
 
Equipment
   
1,168
     
1,177
 
Marketing
   
245
     
380
 
Legal
   
30
     
869
 
FDIC Insurance
   
-
     
241
 
Other
   
3,023
     
2,269
 
Total Non-Interest Expense
   
19,790
     
20,445
 
                 
Income Before Provision for Income Taxes
   
18,563
     
18,226
 
Provision for Income Taxes
   
4,441
     
4,677
 
Net Income
 
$
14,122
   
$
13,549
 
Basic and Diluted Earnings Per Common Share
 
$
17.80
   
$
17.27
 

The accompanying notes are an integral part of these unaudited consolidated financial statements

FARMERS & MERCHANTS BANCORP
Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)

   
Three Months
Ended March 31,
 
 
 
2020
   
2019
 
Net Income
 
$
14,122
   
$
13,549
 
                 
Other Comprehensive Income
               
Increase in Net Unrealized Gain on Available-for-Sale Securities
   
14,790
     
4,246
 
Deferred Tax Benefit Related to Unrealized Gains
   
(4,372
)
   
(1,256
)
Reclassification Adjustment for Realized Gains on Available-for-Sale Securities Included in Net Income
   
(13
)
   
-
 
Deferred Tax Benefit Related to Reclassification Adjustment
   
4
     
-
 
Change in Net Unrealized Gain on Available-for-Sale Securities, Net of Tax
   
10,409
     
2,990
 
Total Other Comprehensive Income
   
10,409
     
2,990
 
Comprehensive Income
 
$
24,531
   
$
16,539
 

The accompanying notes are an integral part of these unaudited consolidated financial statements

Farmers & Merchants Bancorp
Consolidated Statements of Changes in Shareholders' Equity  (Unaudited)

(in thousands except share data)

 
 
Common
Shares
Outstanding
   
Common
Stock
   
Additional
Paid-In
Capital
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Loss, net
   
Total
Shareholders'
Equity
 
Balance, January 1, 2019
   
783,721
   
$
8
   
$
72,974
   
$
241,221
   
$
(2,988
)
 
$
311,215
 
Net Income
           
-
     
-
     
13,549
     
-
     
13,549
 
Issuance of Common Stock
   
3,586
     
-
     
2,564
     
-
     
-
     
2,564
 
Change in Net Unrealized Gain on Securities Available-for-Sale, net of tax
           
-
     
-
     
-
     
2,990
     
2,990
 
Balance, March 31, 2019
   
787,307
   
$
8
   
$
75,538
   
$
254,770
   
$
2
   
$
330,318
 
 
                                               
Balance, January 1, 2020
   
793,033
   
$
8
   
$
79,947
   
$
286,036
   
$
3,305
   
$
369,296
 
Net Income
           
-
     
-
     
14,122
     
-
     
14,122
 
Issuance of Common Stock
   
523
     
-
     
403
     
-
     
-
     
403
 
Change in Net Unrealized Gain on Securities Available-for-Sale, net of tax
           
-
     
-
     
-
     
10,409
     
10,409
 
Balance, March 31, 2020
   
793,556
   
$
8
   
$
80,350
   
$
300,158
   
$
13,714
   
$
394,230
 

The accompanying notes are an integral part of these unaudited consolidated financial statements

FARMERS & MERCHANTS BANCORP
Consolidated Statements of Cash Flows (Unaudited)
   
Three Months Ended
 
(in thousands)
 
March 31,
2020
   
March 31,
2019
 
Operating Activities:
           
Net Income
 
$
14,122
   
$
13,549
 
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
               
Depreciation and Amortization
   
709
     
692
 
Net Amortization of Investment Security Premiums & Discounts
   
125
     
115
 
Amortization of Core Deposit Intangible
   
157
     
160
 
Accretion of Discount on Acquired Loans
   
(90
)
   
(5
)
Net Gain on Sale of Investment Securities
   
(13
)
   
-
 
Net Change in Operating Assets & Liabilities:
               
Net Decrease in Interest Receivable and Other Assets
   
8,718
     
6,456
 
Net Decrease in Interest Payable and Other Liabilities
   
(3,417
)
   
(2,080
)
Net Cash Provided by Operating Activities
   
20,311
     
18,887
 
Investing Activities:
               
Purchase of Investment Securities Available-for-Sale
   
(67,661
)
   
(155,798
)
Proceeds from Sold, Matured or Called Securities Available-for-Sale
   
57,595
     
138,952
 
Purchase of Investment Securities Held-to-Maturity
   
(2,380
)
   
(2,025
)
Proceeds from Matured or Called Securities Held-to-Maturity
   
3,904
     
1,160
 
Net Loans & Leases Paid, Originated or Acquired
   
2,743
     
6,877
 
Principal Collected on Loans & Leases Previously Charged Off
   
77
     
42
 
Additions to Premises and Equipment, Net
   
(1,352
)
   
(449
)
Purchase of Other Investments
   
(2,289
)
   
(608
)
Net Cash Used in Investing Activities
   
(9,363
)
   
(11,849
)
Financing Activities:
               
Net Decrease  in Deposits
   
(22,746
)
   
(54,792
)
Net Cash Used in Financing Activities
   
(22,746
)
   
(54,792
)
Net Change in Cash and Cash Equivalents
   
(11,798
)
   
(47,754
)
Cash and Cash Equivalents at Beginning of Period
   
294,758
     
145,564
 
Cash and Cash Equivalents at End of Period
 
$
282,960
   
$
97,810
 
Supplementary Data
               
Cash Payments Made for Income Taxes
 
$
3
   
$
-
 
Issuance of Common Stock to the Bank's Non-Qualified Retirement Plans
 
$
403
   
$
2,564
 
Interest Paid
 
$
3,628
   
$
2,128
 
Supplementary Noncash Disclosure
               
Lease Liabilities Arising from Obtaining Right-of-Use Assets
 
$
-
   
$
4,729
 
Security (purchases) sales settled in subsequent period
 
$
-
   
$
25,000
 

The accompanying notes are an integral part of these unaudited consolidated financial statements

FARMERS & MERCHANTS BANCORP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.
Significant Accounting Policies

Farmers & Merchants Bancorp (the “Company”) was organized March 10, 1999. Primary operations are related to traditional banking activities through its subsidiary Farmers & Merchants Bank of Central California (the “Bank”) which was established in 1916. The Bank’s wholly owned subsidiaries include Farmers & Merchants Investment Corporation and Farmers/Merchants Corp. Farmers & Merchants Investment Corporation has been dormant since 1991. Farmers/Merchants Corp. acts as trustee on deeds of trust originated by the Bank.

The Company’s other wholly owned subsidiaries include F & M Bancorp, Inc. and FMCB Statutory Trust I. F & M Bancorp, Inc. was created in March 2002 to protect the name F & M Bank. During 2002, the Company completed a fictitious name filing in California to begin using the streamlined name “F & M Bank” as part of a larger effort to enhance the Company’s image and build brand name recognition. In December 2003, the Company formed a wholly owned subsidiary, FMCB Statutory Trust I, for the sole purpose of issuing Trust Preferred Securities and related subordinated debentures, in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). FMCB Statutory Trust I is a non-consolidated subsidiary.

The accounting and reporting policies of the Company conform to U.S. GAAP and prevailing practice within the banking industry. The following is a summary of the significant accounting and reporting policies used in preparing the consolidated financial statements.

Basis of Presentation
The accompanying consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America for financial information.

The accompanying consolidated financial statements include the accounts of the Company and the Company’s wholly owned subsidiaries, F & M Bancorp, Inc. and the Bank, along with the Bank’s wholly owned subsidiaries, Farmers & Merchants Investment Corporation and Farmers/Merchants Corp. Significant inter-company transactions have been eliminated in consolidation.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Certain amounts in the prior years' financial statements and related footnote disclosures have been reclassified to conform to the current-year presentation. These reclassifications had no effect on previously reported net income or total shareholders’ equity.

The Company has several lease agreements, such as branch locations, which are considered operating leases, and therefore, were not previously recognized on the Company’s consolidated statements of condition. The new guidance requires these lease agreements to be recognized as a right-of-use asset and corresponding lease liability.

Our operating leases relate primarily to office space and bank branches. As a result of implementing ASU 2016-02, we recognized an operating lease right-of-use ("ROU") asset of $4.73 million and an operating lease liability of $4.73 million on January 1, 2019, with no impact on our consolidated statement of income or consolidated statement of cash flows compared to the prior lease accounting model. The ROU asset and operating lease liability are recorded in other assets and other liabilities, respectively, in the consolidated balance sheets. See Note 9 – “Leases” for additional information.

Cash and Cash Equivalents
For purposes of the Consolidated Statements of Cash Flows, the Company has defined cash and cash equivalents as those amounts included in the balance sheet captions Cash and Due from Banks, Interest Bearing Deposits with Banks and Federal Funds Sold, which have original maturity dates of 3 months or less. For these instruments, the carrying amount is a reasonable estimate of fair value.

Investment Securities
Investment securities are classified at the time of purchase as held-to-maturity (“HTM”) if it is management’s intent and the Company has the ability to hold the securities until maturity. These securities are carried at cost, adjusted for amortization of premium to earliest call date and accretion of discount using a level yield of interest over the estimated remaining period until maturity. Losses, reflecting a decline in value judged by the Company to be other than temporary, are recognized in the period in which they occur.

Securities are classified as available-for-sale (“AFS”) if it is management’s intent, at the time of purchase, to hold the securities for an indefinite period of time and/or to use the securities as part of the Company’s asset/liability management strategy. These securities are reported at fair value with aggregate unrealized gains or losses excluded from income and included as a separate component of shareholders’ equity, net of related income taxes. Fair values are based on quoted market prices or broker/dealer price quotations on a specific identification basis. Gains or losses on the sale of these securities are computed using the specific identification method.

Trading securities, if any, are acquired for short-term appreciation and are recorded in a trading portfolio and are carried at fair value, with unrealized gains and losses recorded in non-interest income.

Management evaluates securities for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) OTTI related to credit loss, which must be recognized in the income statement; and (2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.

For equity securities, the entire amount of a market adjustment is recognized through earnings.

Loans & Leases
Loans & leases are reported at the principal amount outstanding net of unearned discounts and deferred loan & lease fees and costs. Interest income on loans & leases is accrued daily on the outstanding balances using the simple interest method. Loan & lease origination fees are deferred and recognized over the contractual life of the loan or lease as an adjustment to the yield. Loans & leases are placed on non-accrual status when the collection of principal or interest is in doubt or when they become past due for 90 days or more unless they are both well-secured and in the process of collection. For this purpose, a loan or lease is considered well-secured if it is collateralized by property having a net realizable value in excess of the amount of the loan or lease or is guaranteed by a financially capable party. When a loan or lease is placed on non-accrual status, the accrued and unpaid interest receivable is reversed and charged against current income; thereafter, interest income is recognized only as it is collected in cash. Additionally, cash would be applied to principal if all principal was not expected to be collected. Loans & leases placed on non-accrual status are returned to accrual status when the loans or leases are paid current as to principal and interest and future payments are expected to be made in accordance with the contractual terms of the loan or lease.

A loan or lease is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the original agreement. Impaired loans & leases are either: (1) non-accrual loans & leases; or (2) restructured loans & leases that are still accruing interest. Loans or leases determined to be impaired are individually evaluated for impairment. When a loan or lease is impaired, the Company measures impairment based on the present value of expected future cash flows discounted at the loan or lease's effective interest rate, except that as a practical expedient, it may measure impairment based on a loan or lease's observable market price, or the fair value of the collateral if the loan or lease is collateral dependent. A loan or lease is collateral dependent if the repayment of the loan or lease is expected to be provided solely by the underlying collateral.

A restructuring of a loan or lease constitutes a troubled debt restructuring (TDR) if the Company for economic or legal reasons related to the borrower’s (the term “borrower” is used herein to describe a customer who has entered into either a loan or lease transaction) financial difficulties grants a more than insignificant concession to the borrower that it would not otherwise consider. Restructured loans & leases typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. If the restructured loan or lease was current on all payments at the time of restructure and management reasonably expects the borrower will continue to perform after the restructure, management may keep the loan or lease on accrual. Loans & leases that are on nonaccrual status at the time they become TDR, remain on nonaccrual status until the borrower demonstrates a sustained period of performance, which the Company generally believes to be six consecutive months of payments, or equivalent. A loan or lease can be removed from TDR status if it was restructured at a market rate in a prior calendar year and is currently in compliance with its modified terms. However, these loans or leases continue to be classified as impaired and are individually evaluated for impairment as described above.

Generally, the Company will not restructure loans or leases for borrowers unless: (1) the existing loan or lease is brought current as to principal and interest payments; and (2) the restructured loan or lease can be underwritten to reasonable underwriting standards. If these standards are not met other actions will be pursued (e.g., foreclosure) to collect outstanding loan or lease amounts. After restructure, a determination is made whether the loan or lease will be kept on accrual status based upon the underwriting and historical performance of the restructured credit.

On March 27, 2020 the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law by Congress. The CARES Act provides financial institutions, under specific circumstances, the opportunity to temporarily suspend certain requirements under generally accepted accounting principles related to TDR’s for a limited period of time to account for the effects of COVID-19. See “Note 2 – Risks and Uncertainties” for additional information on the CARES Act and the impact of COVID-19 on the Company.

Allowance for Credit Losses
The allowance for credit losses is an estimate of probable incurred credit losses inherent in the Company's loan & lease portfolio as of the balance sheet date. The allowance is established through a provision for credit losses, which is charged to expense. Additions to the allowance are expected to maintain the adequacy of the total allowance after credit losses and loan & lease growth. Credit exposures determined to be uncollectible are charged against the allowance. Cash received on previously charged off amounts is recorded as a recovery to the allowance. The overall allowance consists of three primary components: specific reserves related to impaired loans & leases; general reserves for inherent losses related to loans & leases that are not impaired; and an unallocated component that takes into account the imprecision in estimating and allocating allowance balances associated with macro factors.

The determination of the general reserve for loans & leases that are collectively evaluated for impairment is based on estimates made by management, to include, but not limited to, consideration of historical losses by portfolio segment, internal asset classifications, qualitative factors that include economic trends in the Company's service areas, industry experience and trends, geographic concentrations, estimated collateral values, the Company's underwriting policies, the character of the loan & lease portfolio, and probable losses inherent in the portfolio taken as a whole.

The Company maintains a separate allowance for each portfolio segment (loan & lease type). These portfolio segments include: (1) commercial real estate; (2) agricultural real estate; (3) real estate construction (including land and development loans); (4) residential 1st mortgages; (5) home equity lines and loans; (6) agricultural; (7) commercial; (8) consumer and other; and (9) equipment leases. The allowance for credit losses attributable to each portfolio segment, which includes both individually evaluated impaired loans & leases and loans & leases that are collectively evaluated for impairment, is combined to determine the Company's overall allowance, which is included on the consolidated balance sheet.

The Company assigns a risk rating to all loans & leases and periodically performs detailed reviews of all such loans & leases over a certain threshold to identify credit risks and assess overall collectability. For smaller balance loans & leases, such as consumer and residential real estate, a credit grade is established at inception, and then updated only when the loan or lease becomes contractually delinquent or when the borrower requests a modification. For larger balance loans, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which borrowers operate and the fair values of collateral securing these loans & leases. These credit quality indicators are used to assign a risk rating to each individual loan or lease. These risk ratings are also subject to examination by independent specialists engaged by the Company. The risk ratings can be grouped into five major categories, defined as follows:

Pass – A pass loan or lease is a strong credit with no existing or known potential weaknesses deserving of management's close attention.

Special Mention – A special mention loan or lease has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or in the Company's credit position at some future date. Special mention loans & leases are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

Substandard – A substandard loan or lease is not adequately protected by the current financial condition and paying capacity of the borrower or the value of the collateral pledged, if any. Loans or leases classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Well-defined weaknesses include a project's lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time or the project's failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans or leases classified doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently known facts, conditions and values, highly questionable or improbable.

Loss – Loans or leases classified as loss are considered uncollectible. Once a loan or lease becomes delinquent and repayment becomes questionable, the Company will address collateral shortfalls with the borrower and attempt to obtain additional collateral. If this is not forthcoming and payment in full is unlikely, the Company will estimate its probable loss and immediately charge-off some or all of the balance.

The general reserve component of the allowance for credit losses also consists of reserve factors that are based on management's assessment of the following for each portfolio segment: (1) inherent credit risk; (2) historical losses; and (3) other qualitative factors. These reserve factors are inherently subjective and are driven by the repayment risk associated with each portfolio segment described below:

Commercial Real Estate – Commercial real estate mortgage loans are generally considered to possess a higher inherent risk of loss than the Company’s commercial, agricultural and consumer loan types. Adverse economic developments or an overbuilt market impact commercial real estate projects and may result in troubled loans. Trends in vacancy rates of commercial properties impact the credit quality of these loans. High vacancy rates reduce operating revenues and the ability for properties to produce sufficient cash flow to service debt obligations.

Real Estate Construction – Real estate construction loans, including land loans, are generally considered to possess a higher inherent risk of loss than the Company’s commercial, agricultural and consumer loan types. A major risk arises from the necessity to complete projects within specified cost and time lines. Trends in the construction industry significantly impact the credit quality of these loans, as demand drives construction activity. In addition, trends in real estate values significantly impact the credit quality of these loans, as property values determine the economic viability of construction projects.

Commercial – These loans are generally considered to possess a moderate inherent risk of loss because they are shorter-term; typically made to relationship customers; generally underwritten to existing cash flows of operating businesses; and may be collateralized by fixed assets, inventory and/or accounts receivable. Debt coverage is provided by business cash flows and economic trends influenced by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans.

Agricultural Real Estate and Agricultural – These loans are generally considered to possess a moderate inherent risk of loss since they are typically made to relationship customers and are secured by crop production, livestock and related real estate. These loans are vulnerable to two risk factors that are largely outside the control of Company and borrowers: commodity prices and weather conditions.

Leases – Equipment leases are generally considered to possess a moderate inherent risk of loss. As lessor, the Company is subject to both the credit risk of the borrower and the residual value risk of the equipment. Credit risks are underwritten using the same credit criteria the Company would use when making an equipment term loan. Residual value risk is managed through the use of qualified, independent appraisers that establish the residual values the Company uses in structuring a lease.

Residential 1st Mortgages and Home Equity Lines and Loans – These loans are generally considered to possess a lower inherent risk of loss. The degree of risk in residential real estate lending depends primarily on the loan amount in relation to collateral value, the interest rate and the borrower's ability to repay in an orderly fashion. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Weak economic trends indicate that the borrowers' capacity to repay their obligations may be deteriorating.

Consumer & Other – A consumer installment loan portfolio is usually comprised of a large number of small loans scheduled to be amortized over a specific period. Most installment loans are made for consumer purchases. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Weak economic trends indicate that the borrowers' capacity to repay their obligations may be deteriorating.

At least quarterly, the Board of Directors reviews the adequacy of the allowance, including consideration of the relative risks in the portfolio, current economic conditions and other factors. If the Board of Directors and management determine that changes are warranted based on those reviews, the allowance is adjusted. In addition, the Company's and Bank's regulators, including the Federal Reserve Board (“FRB”), the California Department of Business Oversight (“DBO”) and the Federal Deposit Insurance Corporation (“FDIC”), as an integral part of their examination process, review the adequacy of the allowance. These regulatory agencies may require additions to the allowance based on their judgment about information available at the time of their examinations.

Acquired Loans
Loans acquired through purchase or through a business combination are recorded at their fair value at the acquisition date. Credit discounts, which reflect estimates of credit losses, expected to be incurred over the life of the loan, are included in the determination of fair value; therefore, an allowance for loan losses is not recorded at the acquisition date.

Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures
The Company also maintains a separate allowance for off-balance-sheet commitments. Management estimates anticipated losses using historical data and utilization assumptions. The allowance for off-balance-sheet commitments is included in Interest Payable and Other Liabilities on the Company’s Consolidated Balance Sheet.

Premises and Equipment
Premises, equipment, and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets. Estimated useful lives of buildings range from 30 to 40 years, and for furniture and equipment from 3 to 7 years. Leasehold improvements are amortized over the lesser of the terms of the respective leases, or their useful lives, which are generally 5 to 10 years. Remodeling and capital improvements are capitalized while maintenance and repairs are charged directly to occupancy expense.

Other Real Estate
Other real estate, which is included in other assets, is expected to be sold and is comprised of properties no longer utilized for business operations and property acquired through foreclosure in satisfaction of indebtedness. These properties are recorded at fair value less estimated selling costs upon acquisition. Revised estimates to the fair value less cost to sell are reported as adjustments to the carrying amount of the asset, provided that such adjusted value is not in excess of the carrying amount at acquisition. Initial losses on properties acquired through full or partial satisfaction of debt are treated as credit losses and charged to the allowance for credit losses at the time of acquisition. Subsequent declines in value from the recorded amounts, routine holding costs, and gains or losses upon disposition, if any, are included in non-interest expense as incurred.

On March 27, 2020 the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law by Congress. The CARES Act restricts the ability of financial institutions to exercise their foreclosure rights on residential and multi-family properties backed by federally guaranteed mortgage loans. The State of California has gone further and temporarily suspended all residential and commercial foreclosures. The Company is working with its borrowers when they make requests to defer payments on their mortgage loans. See “Note 2 – Risks and Uncertainties” for additional information on the CARES Act and the impact of COVID-19 on the Company.

Income Taxes
The Company uses the liability method of accounting for income taxes. This method results in the recognition of deferred tax assets and liabilities that are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The deferred provision for income taxes is the result of the net change in the deferred tax asset and deferred tax liability balances during the year. This amount combined with the current taxes payable or refundable results in the income tax expense for the current year.

The Company follows the standards set forth in the “Income Taxes” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard prescribes a recognition threshold and measurement standard for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The Company accounts for leases with Investment Tax Credits (ITC) under the deferred method as established in ASC 740-10. ITC are viewed and accounted for as a reduction of the cost of the related assets and presented as deferred income on the Company’s financial statement.

The Company accounts for its interest in Low Income Housing Tax Credits (LIHTC) using the cost method as established in ASC 323-740. As an investor, the Company obtains income tax credits and deductions from the operating losses of these tax credit entities. The income tax credits and deductions are allocated to the investors based on their ownership percentages and are recorded as a reduction of income tax expense (or an increase to income tax benefit) and a reduction of federal income taxes payable.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

At March 31, 2020 and 2019, the Company has no material uncertain tax positions and recognized no interest or penalties. The Company's policy is to recognize interest and penalties related to income taxes in the provision for income taxes in the Consolidated Statement of Income.

Basic and Diluted Earnings Per Common Share
The Company’s common stock is not traded on any exchange. However, trades are reported on the OTCQX under the symbol "FMCB". The shares are primarily held by local residents and are not actively traded. Basic earnings per common share amounts are computed by dividing net income by the weighted average number of common shares outstanding for the period. There are no common stock equivalent shares. Therefore, there is no presentation of diluted basic earnings per common share. See Note 8 – “Dividends and Basic Earnings Per Common Share” for additional information.

Segment Reporting
The “Segment Reporting” topic of the FASB ASC requires that public companies report certain information about operating segments. It also requires that public companies report certain information about their products and services, the geographic areas in which they operate, and their major customers. The Company is a holding company for a community bank, which offers a wide array of products and services to its customers. Pursuant to its banking strategy, emphasis is placed on building relationships with its customers, as opposed to building specific lines of business. As a result, the Company is not organized around discernible lines of business and prefers to work as an integrated unit to customize solutions for its customers, with business line emphasis and product offerings changing over time as needs and demands change.

Comprehensive Income
The “Comprehensive Income” topic of the FASB ASC establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Other comprehensive income refers to revenues, expenses, gains, and losses that U.S. GAAP recognize as changes in value to an enterprise but are excluded from net income. For the Company, comprehensive income includes net income and changes in fair value of its available-for-sale investment securities.

Loss Contingencies
Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

Business Combinations And Related Matters
Business combinations are accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method, the acquiring entity in a business combination recognizes 100 percent of the acquired assets and assumed liabilities, regardless of the percentage owned, at their estimated fair values as of the date of acquisition. Any excess of the fair value over the purchase price of net assets and other identifiable intangible assets acquired is recorded as bargain purchase gain. Assets acquired and liabilities assumed from contingencies must also be recognized at fair value, if the fair value can be determined during the measurement period. Results of operations of an acquired business are included in the statement of operations from the date of acquisition. Acquisition-related costs, including conversion charges, are expensed as incurred.

Goodwill and Other Intangible Assets: Goodwill is determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill that arises from a business combination is periodically evaluated for impairment at the reporting unit level, at least annually. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible ("CDI") represents the estimated future benefit of deposits related to an acquisition and is booked separately from the related deposits and evaluated periodically for impairment. The CDI asset is amortized on a straight-line method over its estimated useful life of ten years. At March 31, 2020, the future estimated amortization expense for the CDI arising from our past acquisitions is as follows:

(in thousands)
 
2020
   
2021
   
2022
   
2023
   
2024
   
Thereafter
   
Total
 
Core Deposit Intangible Amortization
 
$
469
   
$
611
   
$
593
   
$
573
   
$
549
   
$
1,688
   
$
4,483
 

We make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit where goodwill is assigned is less than its carrying amount. If we conclude that it is more likely than not that the fair value is more than its carrying amount, no impairment is recorded. Goodwill is tested for impairment on an interim basis if circumstances change or an event occurs between annual tests that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The qualitative assessment includes adverse events or circumstances identified that could negatively affect the reporting units’ fair value as well as positive and mitigating events. Such indicators may include, among others, a significant change in legal factors or in the general business climate, significant change in our stock price and market capitalization, unanticipated competition, and an action or assessment by a regulator. If the fair value of a reporting unit is less than its carrying amount, an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value is recognized. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

2.
Risks and Uncertainties

The COVID-19 pandemic has affected all of us.  Designated as an “essential business”, the Company’s subsidiary, Farmers & Merchants Bank of Central California, has kept all branches open and maintained regular business hours during these difficult times. Our staffing levels have remained stable during the COVID-19 crisis. We have taken what we believe are prudent measures to protect our employees and customers, while still providing core banking services.

On March 27, 2020 the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law by Congress. Through this legislation, as well as related federal and state regulatory actions, the federal government has taken extraordinary efforts to provide financial assistance to individuals and companies to help them move through the next 2-3 months. However, there are no guaranties how long the COVID-19 virus may continue to impact our economy, and therefore, the Company.

While we expect the effects of COVID-19 to have an adverse future impact on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at the current time.

3.
Investment Securities

The amortized cost, fair values, and unrealized gains and losses of the securities available-for-sale are as follows (in thousands):

   
Amortized
   
Gross Unrealized
   
Fair/Book
 
March 31, 2020
 
Cost
   
Gains
   
Losses
   
Value
 
US Treasury Notes
 
$
14,777
   
$
622
   
$
-
     
15,399
 
US Govt SBA
   
10,043
     
9
     
98
     
9,954
 
Mortgage Backed Securities (1)
   
482,439
     
18,945
     
8
     
501,376
 
Other
   
5,517
     
-
     
-
     
5,517
 
Total
 
$
512,776
   
$
19,576
   
$
106
   
$
532,246
 

   
Amortized
   
Gross Unrealized
   
Fair/Book
 
December 31, 2019
 
Cost
   
Gains
   
Losses
   
Value
 
US Treasury Notes
 
$
54,745
   
$
250
   
$
-
   
$
54,995
 
US Govt SBA
   
10,902
     
9
     
113
     
10,798
 
Mortgage Backed Securities (1)
   
436,531
     
4,646
     
99
     
441,078
 
Other
   
515
     
-
     
-
     
515
 
Total
 
$
502,693
   
$
4,905
   
$
212
   
$
507,386
 

   
Amortized
   
Gross Unrealized
   
Fair/Book
 
March 31, 2019
 
Cost
   
Gains
   
Losses
   
Value
 
Government Agency & Government-Sponsored Entities
 
$
3,021
   
$
6
   
$
-
   
$
3,027
 
US Treasury Notes
   
164,660
     
48
     
34
     
164,674
 
US Govt SBA
   
14,554
     
5
     
147
     
14,412
 
Mortgage Backed Securities (1)
   
303,895
     
1,764
     
1,639
     
304,020
 
Other
   
5,156
     
-
     
-
     
5,156
 
Total
 
$
491,286
   
$
1,823
   
$
1,820
   
$
491,289
 

(1) All Mortgage Backed Securities consist of securities collateralized by residential real estate and were issued by an agency or government sponsored entity of the U.S. government.

The book values, estimated fair values and unrealized gains and losses of investments classified as held-to-maturity are as follows (in thousands):

   
Book
   
Gross Unrealized
   
Fair
 
March 31, 2020
 
Value
   
Gains
   
Losses
   
Value
 
Obligations of States and Political Subdivisions
 
$
58,701
   
$
812
   
$
10
   
$
59,503
 
Total
 
$
58,701
   
$
812
   
$
10
   
$
59,503
 

   
Book
   
Gross Unrealized
   
Fair
 
December 31, 2019
 
Value
   
Gains
   
Losses
   
Value
 
Obligations of States and Political Subdivisions
 
$
60,229
   
$
880
   
$
12
   
$
61,097
 
Total
 
$
60,229
   
$
880
   
$
12
   
$
61,097
 

   
Book
   
Gross Unrealized
   
Fair
 
March 31, 2019
 
Value
   
Gains
   
Losses
   
Value
 
Obligations of States and Political Subdivisions
 
$
54,412
   
$
571
   
$
1
   
$
54,982
 
Total
 
$
54,412
   
$
571
   
$
1
   
$
54,982
 

Fair values are based on quoted market prices or dealer quotes. If a quoted market price or dealer quote is not available, fair value is estimated using quoted market prices for similar securities.

The amortized cost and estimated fair values of investment securities at March 31, 2020 by contractual maturity are shown in the following table (in thousands):

   
Available-for-Sale
   
Held-to-Maturity
 
March 31, 2020
 
Amortized
Cost
   
Fair/Book
Value
   
Book
Value
   
Fair
Value
 
Within one year
 
$
5,574
   
$
5,574
   
$
3,980
   
$
3,980
 
After one year through five years
   
15,092
     
15,713
     
4,894
     
4,899
 
After five years through ten years
   
829
     
829
     
24,064
     
24,783
 
After ten years
   
8,842
     
8,754
     
25,763
     
25,841
 
     
30,337
     
30,870
     
58,701
     
59,503
 
                                 
Investment securities not due at a single maturity date:
                               
Mortgage-backed securities
   
482,439
     
501,376
     
-
     
-
 
                                 
Total
 
$
512,776
   
$
532,246
   
$
58,701
   
$
59,503
 

Expected maturities of mortgage-backed securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

The following tables show those investments with gross unrealized losses and their market value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at the dates indicated (in thousands):

   
Less Than 12 Months
   
12 Months or More
   
Total
 
March 31, 2020
 
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized
Loss
 
                                     
Securities Available-for-Sale
                                   
US Govt SBA
 
$
2,458
   
$
5
   
$
4,674
   
$
93
   
$
7,132
   
$
98
 
Mortgage Backed Securities
   
1,503
     
2
     
255
     
6
     
1,758
     
8
 
Total
 
$
3,961
   
$
7
   
$
4,929
   
$
99
   
$
8,890
   
$
106
 
                                                 
Securities Held-to-Maturity
                                               
Obligations of States and Political Subdivisions
 
$
728
   
$
10
   
$
-
   
$
-
   
$
728
   
$
10
 
Total
 
$
728
   
$
10
   
$
-
   
$
-
   
$
728
   
$
10
 

   
Less Than 12 Months
   
12 Months or More
   
Total
 
December 31, 2019
 
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized
Loss
 
                                     
Securities Available-for-Sale
                                   
US Govt SBA
 
$
2,693
   
$
6
   
$
5,198
   
$
107
   
$
7,891
   
$
113
 
Mortgage Backed Securities
   
131,005
     
88
     
713
     
11
     
131,718
     
99
 
Total
 
$
133,698
   
$
94
   
$
5,911
   
$
118
   
$
139,609
   
$
212
 
                                                 
Securities Held-to-Maturity
                                               
Obligations of States and Political Subdivisions
 
$
355
   
$
12
   
$
-
   
$
-
   
$
355
   
$
12
 
Total
 
$
355
   
$
12
   
$
-
   
$
-
   
$
355
   
$
12
 

   
Less Than 12 Months
   
12 Months or More
   
Total
 
March 31, 2019
 
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized
Loss
 
                                     
Securities Available-for-Sale
                                   
US Treasury Notes
 
$
149,962
   
$
28
   
$
4,909
   
$
6
   
$
154,871
   
$
34
 
US Govt SBA
   
1,310
     
-
     
10,823
     
147
     
12,133
     
147
 
Mortgage Backed Securities
   
5,434
     
25
     
190,452
     
1,614
     
195,886
     
1,639
 
Total
 
$
156,706
   
$
53
   
$
206,184
   
$
1,767
   
$
362,890
   
$
1,820
 
                                                 
Securities Held-to-Maturity
                                               
Obligations of States and Political Subdivisions
 
$
229
   
$
1
   
$
360
   
$
-
   
$
589
   
$
1
 
Total
 
$
229
   
$
1
   
$
360
   
$
-
   
$
589
   
$
1
 

As of March 31, 2020, the Company held 551 investment securities of which 25 were in an unrealized loss position for less than twelve months. 72 securities were in an unrealized position for twelve months or more. Management periodically evaluates each investment security for other-than-temporary impairment relying primarily on industry analyst reports and observations of market conditions and interest rate fluctuations. Management believes it will be able to collect all amounts due according to the contractual terms of the underlying investment securities.

U.S. Treasury Notes – At March 31, 2020, no U.S. Treasury Note security investments were in an unrealized loss position for less than 12 months and none were in an unrealized loss position for 12 months or more. The unrealized losses on the Company's investment in U.S. Treasury Notes were $0 at March 31, 2020 and December 31, 2019, and $34,000 at March 31, 2019. The unrealized losses were caused by interest rate fluctuations. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the securities and it is more likely than not that the Company will not have to sell the securities before recovery of their cost basis, the Company did not consider these investments to be other-than-temporarily impaired at March 31, 2020, December 31, 2019, and March 31, 2019.

U.S. Government SBA – At March 31, 2020, 16 U.S. Government SBA security investments were in an unrealized loss position for less than 12 months and 53 were in an unrealized loss position for 12 months or more. The unrealized losses on the Company's investment in U.S. Government SBA securities were $98,000 at March 31, 2020 and $113,000 at December 31, 2019, and $147,000 at March 31, 2019. The unrealized losses were caused by interest rate fluctuations. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the securities and it is more likely than not that the Company will not have to sell the securities before recovery of their cost basis, the Company did not consider these investments to be other-than-temporarily impaired at March 31, 2020, December 31, 2019, and March 31, 2019.

Mortgage Backed Securities – At March 31, 2020, 5 mortgage backed security investments were in an unrealized loss position for less than 12 months and 19 were in an unrealized loss position for 12 months or more. The unrealized losses on the Company's investment in mortgage backed securities were $8,000, $99,000, and $1.6 million at March 31, 2020, December 31, 2019, and March 31, 2019, respectively. The unrealized losses were caused by interest rate fluctuations. The contractual cash flows of these investments are guaranteed by an agency or government sponsored entity of the U.S. government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company's investment. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the securities and it is more likely than not that the Company will not have to sell the securities before recovery of their cost basis, the Company did not consider these investments to be other-than-temporarily impaired at March 31, 2020, December 31, 2019, and March 31, 2019.

Obligations of States and Political Subdivisions - At March 31, 2020, 4 obligation of states and political subdivisions were in an unrealized loss position for less than 12 months. None were in an unrealized loss position for 12 months or more. As of March 31, 2020, one-hundred percent of the Company’s bank-qualified municipal bond portfolio was rated at either the issue or issuer level, and all of these ratings were “investment grade.” The Company monitors the status of all municipal investments in the portfolio and at the current time does not believe any of them to be exhibiting financial problems that could result in a loss in any individual security.

The unrealized losses on the Company’s investment in obligations of states and political subdivisions were $10,000, $12,000 and $1,000 at March 31, 2020, December 31, 2019 and March 31, 2019, respectively. Management believes that any unrealized losses on the Company's investments in obligations of states and political subdivisions were caused by interest rate fluctuations. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because the Company does not intend to sell the securities and it is more likely than not that the Company would not have to sell the securities before recovery of their cost basis, the Company did not consider these investments to be other-than-temporarily impaired at March 31, 2020, December 31, 2019, and March 31, 2019.

Proceeds from sales and calls of securities for the periods shown were as follows:

(in thousands)
 
Proceeds
   
Gains
   
Losses
 
Three Months Ended March 31, 2020
 
$
2,255
   
$
13
   
$
-
 
Three Months Ended March 31, 2019
 
$
-
   
$
-
   
$
-
 

Pledged Securities
As of March 31, 2020, securities carried at $381.3 million were pledged to secure public deposits, Federal Home Loan Bank (“FHLB”) borrowings, and other government agency deposits as required by law. This amount was $352.5 million at December 31, 2019, and $262.1 million at March 31, 2019.

4.
Federal Home Loan Bank Stock and Other Equity Securities, at Cost

The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock and other equity securities are carried at cost, classified as restricted securities, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. FHLB stock and other equity securities are reported in Interest Receivable and Other Assets on the Company’s Consolidated Balance Sheets and totaled $12.7 million at March 31, 2020 and December 31, 2019.  This amount was at $12.5 million at March 31, 2019.

5.
Loans & Leases and Allowance for Credit Losses

Loans & Leases consisted of the following:

Loan & Lease Portfolio
(in thousands)
 
March 31, 2020
   
December 31, 2019
   
March 31, 2019
 
Commercial Real Estate
 
$
868,736
   
$
846,486
   
$
823,028
 
Agricultural Real Estate
   
594,154
     
625,767
     
603,601
 
Real Estate Construction
   
126,956
     
115,644
     
99,837
 
Residential 1st Mortgages
   
256,732
     
255,253
     
258,359
 
Home Equity Lines & Loans
   
40,747
     
39,270
     
40,072
 
Agricultural
   
264,771
     
292,904
     
257,004
 
Commercial
   
404,329
     
384,795
     
364,439
 
Consumer & Other
   
14,839
     
15,422
     
18,418
 
Leases
   
105,362
     
104,470
     
105,823
 
Total Gross Loans & Leases
   
2,676,626
     
2,680,011
     
2,570,581
 
Less: Unearned Income
   
6,517
     
6,984
     
6,613
 
Subtotal
   
2,670,109
     
2,673,027
     
2,563,968
 
Less: Allowance for Credit Losses
   
54,824
     
55,012
     
54,907
 
Net Loans & Leases
 
$
2,615,285
   
$
2,618,015
   
$
2,509,061
 

The following tables show the allocation of the allowance for credit losses by portfolio segment and by impairment methodology at the dates indicated (in thousands):

March 31, 2020
 
Commercial
Real Estate
   
Agricultural
Real Estate
   
Real Estate
Construction
   
Residential 1st
Mortgages
   
Home Equity
Lines & Loans
   
Agricultural
   
Commercial
   
Consumer &
Other
   
Leases
   
Unallocated
   
Total
 
                                                                   
Year-To-Date Allowance for Credit Losses:
                                                             
Beginning Balance- January 1, 2020
 
$
11,053
   
$
15,128
   
$
1,949
   
$
855
   
$
2,675
   
$
8,076
   
$
11,466
   
$
456
   
$
3,162
   
$
192
   
$
55,012
 
Charge-Offs
   
-
     
-
     
-
     
-
     
-
     
-
     
(244
)
   
(21
)
   
-
     
-
     
(265
)
Recoveries
   
-
     
-
     
-
     
19
     
20
     
28
     
2
     
8
     
-
     
-
     
77
 
Provision
   
69
     
(659
)
   
(22
)
   
163
     
88
     
(1,145
)
   
990
     
(61
)
   
26
     
551
     
-
 
Ending Balance- March 31, 2020
 
$
11,122
   
$
14,469
   
$
1,927
   
$
1,037
   
$
2,783
   
$
6,959
   
$
12,214
   
$
382
   
$
3,188
   
$
743
   
$
54,824
 
Ending Balance Individually Evaluated for Impairment
   
-
     
-
     
-
     
116
     
10
     
398
     
11
     
60
     
-
     
-
     
595
 
Ending Balance Collectively Evaluated for Impairment
   
11,122
     
14,469
     
1,927
     
921
     
2,773
     
6,561
     
12,203
     
322
     
3,188
     
743
     
54,229
 
Loans:
                                                                                       
Ending Balance
 
$
861,311
   
$
594,154
   
$
126,956
   
$
256,732
   
$
40,747
   
$
264,771
   
$
404,329
   
$
14,839
   
$
106,270
   
$
-
   
$
2,670,109
 
Ending Balance Individually Evaluated for Impairment
   
4,486
     
5,629
     
-
     
2,310
     
200
     
733
     
1,517
     
196
     
-
     
-
     
15,071
 
Ending Balance Collectively Evaluated for Impairment
 
$
856,825
   
$
588,525
   
$
126,956
   
$
254,422
   
$
40,547
   
$
264,038
   
$
402,812
   
$
14,643
   
$
106,270
   
$
-
   
$
2,655,038
 

                                                                   
December 31, 2019
 
Commercial
Real Estate
   
Agricultural
Real Estate
   
Real Estate
Construction
   
Residential 1st
Mortgages
   
Home Equity
Lines & Loans
   
Agricultural
   
Commercial
   
Consumer &
Other
   
Leases
   
Unallocated
   
Total
 
                                                                   
Year-To-Date Allowance for Credit Losses:
                                                             
Beginning Balance- January 1, 2019
 
$
11,609
   
$
14,092
   
$
1,249
   
$
880
   
$
2,761
   
$
8,242
   
$
11,656
   
$
494
   
$
4,022
   
$
261
   
$
55,266
 
Charge-Offs
   
-
     
-
     
-
     
-
     
-
     
-
     
(592
)
   
(83
)
   
-
     
-
     
(675
)
Recoveries
   
-
     
38
     
-
     
13
     
28
     
-
     
90
     
52
     
-
     
-
     
221
 
Provision
   
(556
)
   
998
     
700
     
(38
)
   
(114
)
   
(166
)
   
312
     
(7
)
   
(860
)
   
(69
)
   
200
 
Ending Balance- December 31, 2019
 
$
11,053
   
$
15,128
   
$
1,949
   
$
855
   
$
2,675
   
$
8,076
   
$
11,466
   
$
456
   
$
3,162
   
$
192
   
$
55,012
 
Ending Balance Individually Evaluated for Impairment
   
234
     
-
     
-
     
118
     
12
     
99
     
137
     
61
     
-
     
-
     
661
 
Ending Balance Collectively Evaluated for Impairment
   
10,819
     
15,128
     
1,949
     
737
     
2,663
     
7,977
     
11,329
     
395
     
3,162
     
192
     
54,351
 
Loans & Leases:
                                                                                       
Ending Balance
 
$
838,570
   
$
625,767
   
$
115,644
   
$
255,253
   
$
39,270
   
$
292,904
   
$
384,795
   
$
15,422
   
$
105,402
   
$
-
   
$
2,673,027
 
Ending Balance Individually Evaluated for Impairment
   
4,524
     
5,654
     
-
     
2,368
     
229
     
188
     
1,528
     
200
     
-
     
-
     
14,691
 
Ending Balance Collectively Evaluated for Impairment
   
834,046
     
620,113
     
115,644
     
252,885
     
39,041
     
292,716
     
383,267
     
15,222
     
105,402
     
-
     
2,658,336
 

March 31, 2019
 
Commercial
Real Estate
   
Agricultural
Real Estate
   
Real Estate
Construction
   
Residential 1st
Mortgages
   
Home Equity
Lines & Loans
   
Agricultural
   
Commercial
   
Consumer &
Other
   
Leases
   
Unallocated
   
Total
 
                                                                   
Year-To-Date Allowance for Credit Losses:
                                                             
Beginning Balance- January 1, 2019
 
$
11,609
   
$
14,092
   
$
1,249
   
$
880
   
$
2,761
   
$
8,242
   
$
11,656
   
$
494
   
$
4,022
   
$
261
   
$
55,266
 
Charge-Offs
   
-
     
-
     
-
     
-
     
-
     
-
     
(379
)
   
(21
)
   
-
     
-
     
(400
)
Recoveries
   
-
     
6
     
-
     
3
     
6
     
-
     
12
     
14
     
-
     
-
     
41
 
Provision
   
(209
)
   
395
     
(42
)
   
(20
)
   
(29
)
   
(794
)
   
644
     
(20
)
   
(14
)
   
89
     
-
 
Ending Balance- March 31, 2019
 
$
11,400
   
$
14,493
   
$
1,207
   
$
863
   
$
2,738
   
$
7,448
   
$
11,933
   
$
467
   
$
4,008
   
$
350
   
$
54,907
 
Ending Balance Individually Evaluated for Impairment
   
214
     
-
     
-
     
124
     
13
     
98
     
172
     
6
     
-
     
-
     
627
 
Ending Balance Collectively Evaluated for Impairment
   
11,186
     
14,493
     
1,207
     
739
     
2,725
     
7,350
     
11,761
     
461
     
4,008
     
350
     
54,280
 
Loans:
                                                                                       
Ending Balance
 
$
815,366
   
$
603,601
   
$
99,837
   
$
258,359
   
$
40,072
   
$
257,004
   
$
364,439
   
$
18,418
   
$
106,872
   
$
-
   
$
2,563,968
 
Ending Balance Individually Evaluated for Impairment
   
4,638
     
7,238
     
-
     
2,469
     
255
     
200
     
1,591
     
6
     
-
     
-
     
16,397
 
Ending Balance Collectively Evaluated for Impairment
 
$
810,728
   
$
596,363
   
$
99,837
   
$
255,890
   
$
39,817
   
$
256,804
   
$
362,848
   
$
18,412
   
$
106,872
   
$
-
   
$
2,547,571
 

The ending balance of loans individually evaluated for impairment includes restructured loans in the amount of $2.5 million at March 31, 2020, $2.6 million at December 31, 2019 and $2.7 million at March 31, 2019, which are no longer classified as TDRs.

The following tables show the loan & lease portfolio allocated by management’s internal risk ratings at the dates indicated (in thousands):

March 31, 2020
 
Pass
   
Special
Mention
   
Substandard
   
Total Loans
& Leases
 
Loans & Leases:
                       
Commercial Real Estate
 
$
854,346
   
$
6,965
   
$
-
   
$
861,311
 
Agricultural Real Estate
   
580,205
     
1,136
     
12,813
     
594,154
 
Real Estate Construction
   
126,956
     
-
     
-
     
126,956
 
Residential 1st Mortgages
   
256,027
     
-
     
705
     
256,732
 
Home Equity Lines & Loans
   
40,577
     
-
     
170
     
40,747
 
Agricultural
   
263,794
     
-
     
977
     
264,771
 
Commercial
   
400,735
     
2,321
     
1,273
     
404,329
 
Consumer & Other
   
14,392
     
-
     
447
     
14,839
 
Leases
   
106,270
     
-
     
-
     
106,270
 
Total
 
$
2,643,302
   
$
10,422
   
$
16,385
   
$
2,670,109
 

December 31, 2019
 
Pass
   
Special
Mention
   
Substandard
   
Total Loans
& Leases
 
Loans & Leases:
                       
Commercial Real Estate
 
$
831,941
   
$
6,629
   
$
-
   
$
838,570
 
Agricultural Real Estate
   
611,792
     
1,136
     
12,839
     
625,767
 
Real Estate Construction
   
115,644
     
-
     
-
     
115,644
 
Residential 1st Mortgages
   
254,459
     
-
     
794
     
255,253
 
Home Equity Lines & Loans
   
39,092
     
-
     
178
     
39,270
 
Agricultural
   
289,276
     
2,617
     
1,011
     
292,904
 
Commercial
   
380,650
     
3,239
     
906
     
384,795
 
Consumer & Other
   
14,934
     
-
     
488
     
15,422
 
Leases
   
105,402
     
-
     
-
     
105,402
 
Total
 
$
2,643,190
   
$
13,621
   
$
16,216
   
$
2,673,027
 

March 31, 2019
 
Pass
   
Special
Mention
   
Substandard
   
Total Loans
& Leases
 
Loans & Leases:
                       
Commercial Real Estate
 
$
813,090
   
$
2,276
   
$
-
   
$
815,366
 
Agricultural Real Estate
   
587,444
     
2,847
     
13,310
     
603,601
 
Real Estate Construction
   
99,837
     
-
     
-
     
99,837
 
Residential 1st Mortgages
   
257,878
     
-
     
481
     
258,359
 
Home Equity Lines & Loans
   
40,028
     
-
     
44
     
40,072
 
Agricultural
   
250,630
     
6,167
     
207
     
257,004
 
Commercial
   
360,525
     
2,983
     
931
     
364,439
 
Consumer & Other
   
18,263
     
-
     
155
     
18,418
 
Leases
   
106,872
     
-
     
-
     
106,872
 
Total
 
$
2,534,567
   
$
14,273
   
$
15,128
   
$
2,563,968
 

See “Note 1. Significant Accounting Policies - Allowance for Credit Losses” for a description of the internal risk ratings used by the Company. There were no loans or leases outstanding at March 31, 2020, December 31, 2019, and March 31, 2019, rated doubtful or loss.

The following tables show an aging analysis of the loan & lease portfolio by the time past due at the dates indicated
(in thousands):

March 31, 2020
 
30-59 Days
Past Due
   
60-89 Days
Past Due
   
90 Days and
Still Accruing
   
Nonaccrual
   
Total Past
Due
   
Current
   
Total
Loans & Leases
 
Loans & Leases:
                                         
Commercial Real Estate
 
$
-